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JPMorgan Buyout of Bear Stearns Approved

Friday, May 30th, 2008

On May 29, 2008, JPMorgan Chase & Co. (JPM) was granted approval for its government-arranged fire-sale purchase of Bear Stearns Cos. (BSC), shuttering the 85-year-old Wall Street giant and putting a projected 60% of Bear Stearns’ 14,000 employees out jobs.

Nearly 84% of Bear Stearns’ shareholders voted to approve the takeover during a 10-minute meeting at the firm’s New York headquarters. The gathering was chaired by Chairman James “Jimmy” Cayne, who was replaced as chief executive by Alan Schwartz in January.

“I personally apologize for what has happened,” Cayne, 74, told shareholders, according to a person who attended the meeting. “It’s a sad day.” Outside the building, some Bear Stearns workers and shareholders vented their frustration by writing comments on a portrait of Cayne, including “My blood is boiling” and “Should we raise more capital?”

The sale, announced back in March, capped an eight-month slide in the company’s fortunes that began in July with the collapse of two Bear Stearns hedge funds that invested in securities linked to sub-prime mortgages. Those failures caused investors to doubt the value of any asset linked to the mortgage market, Bear Stearns’ biggest business.

On March 14, the Federal Reserve agreed to lend $13 billion to Bear Stearns through JPMorgan to prevent the collapse of the firm, which faced an exodus of clients and lenders. Facing a potential bankruptcy, Schwartz was forced to accept a $2-a-share offer from JPMorgan to buy the company. JPMorgan later agreed to raise the price to $10 a share under pressure from Bear Stearns shareholders, many of whom were employees.

Bear Stearns stock sold for as much as $173 in January 2007.

Founded in 1923, Bear Stearns survived the Great Depression and first sold shares to the public in 1985 under then-CEO Alan “Ace” Greenberg. Now, the company’s brand name will all but vanish.

The deal is expected to close but will face lawsuits from shareholders who said the purchase price was still too low. JPMorgan held 49.5% of the company as of May 9, and the shareholders say its stake unfairly skewed the approval vote.

Bear Stearns, once the fifth-largest U.S. securities firm, joins a list of vanished Wall Street firms subsumed by merger, including First Boston, Salomon Bros., Dillon Read and Donaldson Lufkin & Jenrette. The one Bear Stearns vestige will be its retail brokerage, which will keep the brand and operate as a separate unit in JPMorgan’s asset management division.

Latest Lawsuit Claims Bear Stearns Fraud

Monday, April 14th, 2008

H. Roger Wang, a Beverly Hills billionaire has accused Bear Stearns Cos. of deceiving his wife and him into purchasing 150,000 shares of the struggling brokerage’s stock, including 100,000 shares on March 14, 2008, the day that federal officials first intervened to keep the firm from tumbling into bankruptcy.

The lawsuit is one of many legal actions spawned by the near-collapse of the venerable Wall Street firm. Wang, who operates high-end retail stores in China, is seeking $10 million in damages.

The suit, filed on April 10, 2008, claims that Wang and his wife agreed to pay $6.56 million for the stock at prices ranging from $71.96 to $33.44 a share from March 6 to March 14. Wang says Bear Stearns on March 18 illegally liquidated the account that held the stock after Wang and his wife refused to send in unpaid balances on their orders.

The liquidation value of the stock, according to the suit: $947,324 after expenses, or $6.32 a share.

The complaint, filed in Los Angeles County Superior Court, alleges fraud and breach of fiduciary duty. It names as defendants Bear Stearns, broker Joey Zhou and Garrett Bland, a senior managing director in Bear’s Century City office.

Neither Zhou nor Bland returned calls for comment. A spokesman at Bear Stearns’ New York headquarters declined to comment.

In the suit, Wang says that he and his wife, Vivine, became customers of Bear in 1993 and that Zhou became their broker.

In February, the suit says, Roger Wang decided he wanted to buy shares of San Marino-based East West Bancorp. Vivine Wang called Zhou, according to the suit, and the broker set up an account in her name to use for the stock purchases. The suit doesn’t explain why a new account was needed.

Roger Wang bought 50,000 shares of East West from March 3 to March 6. And beginning March 6, the suit says, he also started buying shares in Bear, and continued to do so even as rumors began to hit Wall Street that the company was having funding problems.

On March 11, according to the suit, Wang went to a lunch meeting at Bear’s Century City office. The suit alleges that Bland told Wang that “Bear Stearns was financially sound, that its stock value should be at least $85 per share, and that now was a great time to invest in the stock.”

On March 14, while Bear stock was plummeting from $57 to $30 amid rumors that it might fail, Wang put in an order to buy an additional 200,000 shares, relying in part on Bland’s “favorable recommendations,” the suit says.

Amid the day’s wild trading, Wang who says he was scheduled to fly out of the country that day and was unaware of the latest news on Bear got just 100,000 shares.

Two days later Bear agreed to an emergency buyout by JPMorgan Chase & Co. at $2 a share, a price later raised to about $10.

Wang says when he learned of the “devastating news” of the buyout price, he refused to pay for his final orders of Bear stock. The brokerage, he alleges, then liquidated the account March 18 “without any authority, right or consent.”

The Wangs allege that Zhou, Bland and other unnamed defendants “concealed highly relevant information about Bear Stearns, including specifically its extremely poor and disastrous financial condition.”

Wang also says Bear Stearns wrongly provided him and his wife “with standardized paperwork that incorrectly purported to assert that Bear Stearns was not providing the Wangs with any investment advice.” The suit does not say whether the Wangs signed the forms.

First-Quarter Bear Stearns Report Postponed

Friday, April 11th, 2008

On April 10, 2008, Bear Stearns Cos. (BSC) announced the filing of its fiscal first-quarter results would be delayed as a result of disruptions caused by its buyout agreement with JPMorgan Chase & Co. (JPM).

In a filing via the Securities and Exchange Commission (SEC), the investment bank said it expects to file its Form 10-Q by the extended deadline of April 14, 2008. Bear Stearns said it could not provide a reasonable estimate of its results for the three months ended Feb. 29, but expects earnings to be “significantly lower” compared with the prior-year period.

“The continuation of the global liquidity crisis coupled with a further re-pricing of credit risk and weakness in the company’s fixed income, investment banking and asset management businesses created a difficult operating environment,” the investment house said in the filing.

With backing from the Federal Reserve, JPMorgan last month offered to buy Bear Stearns for $2 per share, or about $250 million. In response to outcry from Bear Stearns shareholders, the offer was later raised to $10 per share. Under an amendment to the deal, Bear Stearns agreed to swap a 39.5% stake in itself, or 95 million shares, for JPMorgan (JPM, Fortune 500) stock. That transaction was finalized on April 8, 2008.

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